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STATE OF NEW HAMPSHIRE BID TRANSMITTAL LETTER

Date: ___________________ Company Name: ________________________________________

Address: _________________________________________________________ _________________________________________________________

To: Point of Contact: Paul Rhodes Telephone: (603)-271- 3350 Email: NH.Purchasing@das.nh.gov RE: Bid Invitation Name: Lien eRecording Services Bid Number: 2438-21 Bid Posted Date (on or by): February 5, 2021 Bid Closing Date and Time: February 19, 2021 @ 1:00 PM (EST) Dear Mr. Rhodes: [Insert name of signor]_____________________________, on behalf of _____________________________ [insert name of entity submitting bid (collectively referred to as “Vendor”) hereby submits an offer as contained in the written bid submitted herewith (“Bid”) to the State of New Hampshire in response to BID # 2438-21 for Lien eRecording Services at the price(s) quoted herein in complete accordance with the bid. Vendor attests to the fact that: 1. The Vendor has reviewed and agreed to be bound by the Bid. 2. The Vendor has not altered any of the language or other provisions contained in the Bid document. 3. The Bid is effective for a period of 180 days from the Bid Closing date as indicated above. 4. The prices Vendor has quoted in the Bid were established without collusion with other vendors. 5. The Vendor has read and fully understands this Bid. 6. Further, in accordance with RSA 21-I:11-c, the undersigned Vendor certifies that neither the Vendor nor any of its subsidiaries, affiliates or principal officers (principal officers refers to individuals with management responsibility for the entity or association):

a. Has, within the past 2 years, been convicted of, or pleaded guilty to, a violation of RSA 356:2, RSA 356:4, or any state or federal law or county or municipal ordinance prohibiting specified bidding practices, or involving antitrust violations, which has not been annulled;

b. Has been prohibited, either permanently or temporarily, from participating in any public works project pursuant to RSA 638:20; c. Has previously provided false, deceptive, or fraudulent information on a vendor code number application form, or any other

document submitted to the state of New Hampshire, which information was not corrected as of the time of the filing a bid, proposal, or quotation;

d. Is currently debarred from performing work on any project of the federal government or the government of any state; e. Has, within the past 2 years, failed to cure a default on any contract with the federal government or the government of any state; f. Is presently subject to any order of the department of labor, the department of employment security, or any other state

department, agency, board, or commission, finding that the applicant is not in compliance with the requirements of the laws or rules that the department, agency, board, or commission is charged with implementing;

g. Is presently subject to any sanction or penalty finally issued by the department of labor, the department of employment security, or any other state department, agency, board, or commission, which sanction or penalty has not been fully discharged or fulfilled;

h. Is currently serving a sentence or is subject to a continuing or unfulfilled penalty for any crime or violation noted in this section; i. Has failed or neglected to advise the division of any conviction, plea of guilty, or finding relative to any crime or violation noted in

this section, or of any debarment, within 30 days of such conviction, plea, finding, or debarment; or j. Has been placed on the debarred parties list described in RSA 21-I:11-c within the past year.

Authorized Signor’s Signature _______________________________ Authorized Signor’s Title ________________________

NOTARY PUBLIC/JUSTICE OF THE PEACE COUNTY: ___________________________ STATE: ______________ ZIP: _________________ On the _____ day of _______________, 2021, personally appeared before me, the above named ________________________, in his/her capacity as authorized representative of ________________, known to me or satisfactorily proven, and took oath that the foregoing is true and accurate to the best of his/her knowledge and belief. In witness thereof, I hereunto set my hand and official seal. _________________________________________________________ (Notary Public/Justice of the Peace) My commission expires: _________________________________________________________ (Date)

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Form P37-A

REQUEST FOR BID FOR LIEN eRECORDING SERVICES FOR THE STATE OF NEW HAMPSHIRE

PURPOSE: The purpose of this bid invitation is to establish a contract for Lien eRecording Services to the State of New Hampshire with services indicated in the SCOPE OF SERVICES and OFFER sections of this bid invitation, in accordance with the requirements of this bid invitation and any resulting contract. INSTRUCTIONS TO VENDOR: Read the entire bid invitation prior to filling it out. Complete the pricing information in the “Offer” section (detailed information on how to fill out the pricing information can be found in the “Offer” section); complete the “Vendor Contact Information” section; and finally, fill out, sign, and notarize page one of the bid invitation. BID SUBMITTAL: All bids shall be submitted on this form (or an exact copy), shall be typed or clearly printed in ink, and shall be received on or before the date and time specified on page 1 of this bid under “Bid Closing”. Interested parties may submit a bid to the State of New Hampshire Bureau of Purchase and Property by email to NH.Purchasing@DAS.NH.Gov. All bids shall be clearly marked with bid number, date due and purchasing agent’s name. IF YOU ARE EXPERIENCING DIFFICULTIES EMAILING YOUR BID OR YOU WISH TO VERIFY THAT YOUR BID RESPONSE HAS BEEN RECEIVED, PLEASE CALL (603) 271-2201. BID INQUIRIES: Any questions, clarifications, and/or requested changes shall be submitted by an individual authorized to commit their organization to the Terms and Conditions of this bid and shall be received in writing at the Bureau of Purchase and Property no later than 4:00 PM on the date listed in the timeline below. Questions shall not be submitted to anyone other than the Purchasing Agent or his/her representative. Bidders that submit questions verbally or in writing to any other State entity or State personnel shall be found in violation of this part and may be found non-compliant. Questions shall be submitted by E-mail to Paul Rhodes at the following address: paul.rhodes@das.nh.gov Submissions shall clearly identify the bid Number, the Vendor’s name and address and the name of the person submitting the question. BID DUE DATE: All bid submissions shall be received at the Bureau of Purchase and Property no later than the date and time shown on the transmittal letter of this bid. Submissions received after the date and time specified shall be marked as “Late” and shall not be considered in the evaluation process. All offers shall remain valid for a period of one hundred eighty (180) days from the bid due date. A vendor’s disclosure or distribution of bids other than to DAS, Bureau of Purchase and Property may be grounds for disqualification. ADDENDA: In the event it becomes necessary to add to or revise any part of this bid prior to the scheduled submittal date, the NH Bureau of Purchase and Property shall post on our web site any Addenda. Before your submission and periodically prior to the RFB closing, Vendors are required to check the site for any addenda or other materials that may have been issued affecting the bid. The web site address is: https://apps.das.nh.gov/bidscontracts/bids.aspx

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TIMELINE: The timeline below is provided as a general guideline and is subject to change. Unless stated otherwise, consider the dates below a “no later than” date.

2/05/2021 Bid Solicitation distributed on or by 2/11/2020 Last day for questions, clarifications, and/or requested changes to bid 2/16/2020 Last day for State Responses to vendor questions 2/19/2020 1:00 PM (EST) Bid Closing

TERMS OF SUBMISSION: All material received in response to this bid shall become the property of the State and shall not be returned to the Vendor. Regardless of the Vendors selected, the State reserves the right to use any information presented in a bid response. The content of each Vendor’s bid shall become public information once a contract(s) has been awarded. A responding bid that has been completed and signed by your representative shall constitute your company’s acceptance of all State of New Hampshire terms and conditions and shall legally obligate your company to these terms and conditions. A signed response further signifies that from the time the bid is published (bid solicitation date and time) until a contract is awarded, no bidder shall offer or give, directly or indirectly, any gift, expense reimbursement, or honorarium, as defined by RSA 15-B, to any elected official, public official, public employee, constitutional official, or family member of any such official or employee who shall select, evaluate, or award the RFB.

Furthermore, a signed response signifies that any terms and/or conditions that may be or have been submitted by the Vendor are specifically null and void and are not a part of this bid invitation or any awarded purchase order, even if said terms and/or conditions contain language to the contrary. The form P-37 Contract attached hereto shall be part of this bid and the basis for the contract(s). The successful Vendor and the State, following notification, shall promptly execute this contract form, which is to be completed by incorporating the service requirements and price conditions established by the vendor’s offer.

CHAPTER ADM 600 PROCUREMENT AND PROPERTY RULES APPLY TO AND ARE MADE A PART HEREOF.

Complete bids shall be filled out on the original documents and format that are a part of this bid invitation. Vendors may submit additional paperwork with pricing, but all pricing shall be on the documents provided with this bid invitation and in the State’s format. CONTRACT TERM: The term of the contract shall commence upon execution by the Commissioner of the Department of Administrative Services (the “effective date”) and shall continue thereafter for a period of approximately three (3) years. The contract may be extended for an additional two (2) one-year extensions thereafter under the same terms, conditions and pricing structure upon the mutual agreement between the successful Vendor and the State with the approval of the Commissioner of the Department of Administrative Services. The maximum term of the contract (including extensions) shall not exceed five (5) years. CONTRACT AWARD: The award shall be made to the Vendor meeting the criteria established in this RFB and providing the lowest cost in total. The State reserves the right to reject any or all bids or any part thereof and add/delete items/locations to the contract. All award(s) shall be, in the form of a State of New Hampshire Contract. Successful Vendor shall not be allowed to require any other type of order, nor shall the successful Vendor be allowed to require the filling out or signing of any other document by State of New Hampshire personnel.

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NOTIFICATION AND AWARD OF CONTRACT(S): Bid results shall not be given by telephone. For Vendors wishing to attend the bid closing, the names of the vendors submitting responses and pricing shall be made public. Other specific response information shall not be given out. Bid results shall be made public after final approval of the contract(s). Bid results may also be viewed on our website at https://apps.das.nh.gov/bidscontracts/bids.aspx. For Vendors wishing to attend the bid closing: Names of the Vendors submitting responses and pricing shall be made public. LIABILITY: The State shall not be held liable for any costs incurred by Vendors in the preparation of bids or for work performed prior to contract issuance. PUBLIC DISCLOSURE OF BID OR PROPOSAL SUBMISSIONS: Generally, the full contents of any bid or proposal (including all materials submitted in connection with it, such as attachments, exhibits, addenda, and vendor presentations) become public information upon completion of final contract or purchase order negotiations with the selected vendor. Certain information concerning bids or proposals, including but not limited to pricing or scoring, is generally available to the public even before this time, in accordance with the provisions of NH RSA 21-G: 37. To the extent consistent with applicable state and federal laws and regulations, as determined by the State, including, but not limited to, NH RSA Chapter 91-A (the “Right-to-Know” Law), the State shall, after final negotiations with the selected vendor are complete, attempt to maintain the confidentiality of portions of a bid or proposal that are clearly and properly marked by a bidder as confidential. Any and all information contained in or connected to a bid or proposal that a bidder considers confidential shall be clearly designated in the following manner: If the bidder considers any portion of a submission confidential, they shall provide a separate copy of the full and complete document, fully redacting those portions by blacking them out and shall note on the applicable page or pages of the document that the redacted portion or portions are “confidential.” Use of any other term or method, such as stating that a document or portion thereof is “proprietary”, “not for public use”, or “for client’s use only”, is not acceptable. In addition to providing an additional fully redacted copy of the bid submission to the person listed as the point of contact on Page one (1) of this document, the identified information considered to be confidential must be accompanied by a separate letter stating the rationale for each item designated as confidential. In other words, the letter must specifically state why and under what legal authority each redaction has been made. Submissions which do not conform to these instructions by failing to include a redacted copy (if required), by failing to include a letter specifying the rationale for each redaction, by failing to designate redactions in the manner required by these instructions, or by including redactions which are contrary to these instructions or operative law may be rejected by the State as not conforming to the requirements of the bid or proposal. The State will generally assume that a bid or proposal submitted without an additional redacted copy contains no information which the bidder deems confidential. Bids and proposals which contain no redactions, as well as redacted versions of submissions that have been accepted by the State, may be released to the public, including by means of posting on State web sites. The State shall have no obligation to maintain the confidentiality of any portion of a bid, proposal or related material, which is not marked in accordance with the foregoing provisions. It is specifically understood and agreed that the bidder waives any claim of confidentiality as to any portion of a response to this RFB or RFP that is not marked as indicated above, and that unmarked (or improperly marked) submissions may be disseminated to any person, without limitation. Marking an entire bid, proposal, attachment or full sections thereof confidential without taking into consideration the public’s right to know shall neither be accepted nor honored by the State. Notwithstanding any provision of this request for submission to the contrary, proposed pricing shall be subject to public disclosure REGARDLESS of whether or not marked as confidential. If a request is made to the State by any person or entity to view or receive copies of any portion of a proposal and if disclosure is not prohibited under NH RSA 21-G:37 or any other applicable law or regulation, bidders acknowledge and agree that the State may disclose any and all portions of the proposal or related materials which is not marked as confidential. In the case of bids, proposals or related materials that contain portions

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marked confidential, the State shall assess what information it believes is subject to release; notify the bidder that the request has been made; indicate what, if any, portions of the proposal or related material shall not be released; and notify the bidder of the date it plans to release the materials. The State is not obligated to comply with a bidder’s designation regarding confidentiality. The State shall have no obligation to advise a bidder that an individual or entity is attempting to electronically access, or has been referred to, materials which have been made publicly available on the State’s web sites. By submitting a bid or proposal, the bidder agrees that unless it obtains and provides to the State, prior to the date specified in the notice described in the paragraph above, a court order valid and enforceable in the State of New Hampshire, at its sole expense, enjoining the release of the requested information, the State may release the information on the date specified in the notice without any liability to the bidder. Notwithstanding NH RSA 91-A:4, no information shall be available to the public, or to the members of the general court or its staff concerning specific responses to this bid invitation from the time this bid is published until the closing date for responses.

TERMINATION: The State of New Hampshire shall have the right to terminate the contract at any time with a thirty (30) day written notice to the successful Vendor. VENDOR CERTIFICATIONS: All Vendors shall be duly registered as a vendor authorized to conduct business in the State of New Hampshire.

STATE OF NEW HAMPSHIRE VENDOR APPLICATION: Prior to bid award, Vendors shall have a completed VENDOR CERTIFICATIONS: All Vendors shall be duly registered with the NH Bureau of Purchase and Property as State of New Hampshire vendors. All Vendors that are corporations, limited liability companies, or other limited liability business entities (this excludes sole proprietors and general partnerships) shall be duly registered with the New Hampshire Secretary of State to conduct business in the State of New Hampshire. • STATE OF NEW HAMPSHIRE VENDOR APPLICATION: To be eligible for a contract award, a Vendor must

have a completed Vendor Application Package on file with the NH Bureau of Purchase and Property. See the following website for information on obtaining and filing the required forms (no fee: https://DAS.NH.Gov/Purchasing

• NEW HAMPSHIRE SECRETARY OF STATE REGISTRATION: To be eligible for a contract award, a Vendor that is a corporation, limited liability company, or other limited liability business entity (this excludes sole proprietors and general partnerships) must be registered to conduct business in the State of New Hampshire AND in good standing with the NH Secretary of State. Please visit the following website to find out more about the requirements for registration with the NH Secretary of State: http://sos.nh.gov/Corp_Div.aspx

• CONFIDENTIALITY & CRIMINAL RECORD: If Applicable, any employee or approved subcontractor of the Vendor who will be accessing or working with records of the State of New Hampshire shall be required to sign a Confidentiality and Non-Disclosure Agreement and a Release of Criminal Record Authorization Form. These forms shall be returned to the designated State agency prior to commencing any work.

• CERTIFICATE OF INSURANCE:

Prior to being awarded a contract the Vendor shall be required to submit proof of comprehensive general liability insurance coverage prior to performing any services for the State. The coverage shall insure against all claims of bodily injury, death or property damage in amounts of not less than $1,000,000 per occurrence and $2,000,000 aggregate. Coverage shall also include State of New Hampshire workers’ compensation insurance to the extent required by RSA Chapter 281-A.

BID PRICES: Bid prices shall remain firm for the entire contract period and shall be in US dollars and shall include delivery and all other costs required by this bid invitation. Special charges, surcharges (including credit card

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transaction fees), or fuel charges of any kind (by whatever name) may not be added on at any time. Any and all charges shall be built into your bid price at the time of the bid. Unless otherwise specified, prices shall be F.O.B. DESTINATION, (included in the price bid), which means delivered to a state agency's receiving dock or other designated point as specified in this contract or subsequent purchase orders without additional charge. Shipments shall be made in order to arrive at the destination at a satisfactory time for unloading during receiving hours. Per Administrative Rule 606.01(e) “if there is a discrepancy between the unit price and the extension price in a response to an RFP, RFB or RFQ, the unit price shall be binding upon the vendor”. Price decreases shall become effective immediately as they become effective to the general trade or the Vendor’s best/preferred customer

AUDITS AND ACCOUNTING: The successful Vendor shall allow representatives of the State of New Hampshire to have complete access to all records for the purpose of determining compliance with the terms and conditions of this bid invitation and in determining the award and for monitoring any resulting contract. At intervals during the contract term, and prior to the termination of the contract, the successful Vendor may be required to provide a complete and accurate accounting of all products and quantities ordered by each agency and institution and by political sub-divisions and authorized non-profit organizations. ESTIMATED USAGE: The quantities indicated in the offer section of this bid invitation are an estimate only for the State of New Hampshire's annual requirements. These quantities are indicated for informational purposes only and shall not be considered minimum or guaranteed quantities, nor shall they be considered maximum quantities. These quantities do not include any eligible participant usage. USAGE REPORTING: The successful Vendor shall be required to submit, or provide State personnel the ability to perform online reporting, a quarterly and annual usage report for analysis for each state agency or eligible participant. Reports are due no later than 30 days after each end of each calendar quarter Bureau of Procurement Services, Paul Rhodes and sent electronic to paul.rhodes@das.nh.gov . At a minimum, the Report shall include:

• Contract Number • Utilizing Agency and Eligible Participant • Services/Products Purchased (showing the manufacturer, item, part number, and the final cost.) • Recycling documentation with respect to content used in the manufacture, development and distribution

process of goods and services sold. This report shall include but not be limited to: o Percentage of recycled materials contained within finished products o Percentage of waste recycled throughout the manufacturing process o Types and volume of packaging used for transport o Any associated material avoided and/or recycled as applicable under contract o A standardized reporting form will be provided after contract award

• Total Cost of all Services/Products Purchased. Ability to sort by agency/eligible participant. • Preferred in Excel format

ESTABLISHMENT OF ACCOUNTS: Each State of New Hampshire agency shall have its own individual customer account number. There may also be instances where divisions or bureaus within an agency will need their own individual customer account numbers. Should any State of New Hampshire agency place an order under the contract, the successful Vendor agrees to establish an account within three business days from the date the order is placed. However, there shall be no delay in any shipment; the agency shall receive the items ordered in accordance with the delivery time required under the “Delivery Time” section of this bid invitation, as if an account already exists for the agency. ELIGIBLE PARTICIPANTS: Political sub-divisions (counties, cities, towns, school districts, special district or precinct, or any other governmental organization), or any nonprofit agency under the provisions of section 501c of the federal internal revenue code,

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are eligible to participate under this contract whenever said sub-division or nonprofit agency so desires. These entities are autonomous and may participate at their sole discretion. In doing so, they are entitled to the prices established under the contract. However, they are solely responsible for their association with the successful Vendor. The State of New Hampshire assumes no liability between the successful Vendor and any of these entities. PAYMENT: Payment method (P-Card or ACH). Payments shall be made via ACH or Procurement Card (P-card = Credit Card) unless otherwise specified by the state of New Hampshire. Use the following link to enroll with the State Treasury for ACH payments: https://www.nh.gov/treasury/state-vendors/index.htm Eligible participants shall negotiate their own payment methods with the successful Vendor. INVOICING: Invoices shall be submitted to the corresponding State agency after completion of work. TERMS OF PAYMENT: Payment shall be made in full within thirty (30) days after receipt of the invoice and acceptance of the corresponding goods and/or services to the State’s satisfaction. VENDOR RESPONSIBILITY: The successful Vendor shall be solely responsible for meeting all terms and conditions specified in the bid and any resulting contract. All State of New Hampshire bid invitations and addenda to such bid invitations are advertised on our website at: https://apps.das.nh.gov/bidscontracts/bids.aspx . The website is updated several times per day; it is the Vendor’s responsibility to access our website for any posted addenda. It is the prospective Vendor’s responsibility to forward a signed copy of any addendum requiring the Vendor’s signature to the Bureau of Purchase and Property with the bid response. In preparation of a bid response, the prospective Vendor shall:

• Provide pricing information as indicated in the “Offer” section; and • Provide all other information required for the bid response (if applicable); and • Complete the “Vendor Contact Information” section; and • Add applicable prospective Vendor information to the “Transmittal Letter” form, and sign the form in

the space provided. The Transmittal Letter form must be signed under oath and acknowledged by a notary public or justice of the peace in order for the bid response to be considered.

IF AWARDED A CONTRACT: The successful Vendor shall complete the following sections of the attached Agreement State of New Hampshire Form #P-37: Section 1.3 Contractor Name Section 1.4 Contractor Address Section 1.11 Contractor Signature Section 1.12 Name & Title of Contractor Signatory (if Vendor is not a sole proprietor)

• Provide certificate of insurance indicating the coverage amounts required by Section 14 of the Form

Number P-37. • Provide proof of sufficient workers’ compensation insurance coverage or evidence of exemption from

RSA Chapter 81-A. • If the successful Vendor is a corporation, limited liability company, or other limited liability business

entity, then provide a certificate of good standing issued by the NH Secretary of State or, for a newly incorporated, formed, or registered entity, a copy of the appropriate registration document certified by the NH Secretary of State.

SPECIFICATIONS: Complete specifications required are detailed in the SCOPE OF SERVICES section of this bid invitation. In responding to the bid invitation, the prospective Vendor shall address all requirements for information as outlined herein.

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SITE VISITATION: Prior to bidding, it is each Vendor's responsibility to become thoroughly familiar with the sites of the intended service, to determine everything necessary to accomplish the services. Failure of the Vendor to make a site visit does not relieve the Vendor of responsibility to fully understand what is necessary to accomplish a successful and complete services. SCOPE OF SERVICES: Vendor shall supply all labor, tools, transportation, materials, equipment and permits as necessary and required to perform services as described herein. The Department of Revenue Administration (DRA) and other agencies (see Table 1; Participating Agencies and Initial counts) are desiring to participate in this statewide effort to electronically record collection liens for all counties in NH (Belknap, Carroll, Cheshire, Coos, Grafton, Hillsborough, Merrimack, Rockingham, Strafford, and Sullivan). Any county registry of deeds (or other governmental agency) not participating in an electronic filing alternative will continue to receive DRA documents via US mail.

Table 1; Participating Agencies and Initial counts

Agency Name County Liens

SOS Liens

DRA Department of Revenue Administration

1400+/- 1400+/-

DOL Department of Labor

45

DHHS-BCSS Department of Health & Human Services, Bureau of Child Support Services

40 50

NHES New Hampshire Employment Security

150 20

TBD Any other State Agency that wishes to join statewide Contract

SOS Secretary of State – Processing SOS Liens for Other State Agencies (acting like a County)

1470+/-

TOTALS Totals by Counties and Secretary of State (SOS) 1635+/- 1470+/-

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Project Requirements: Bidders must fill out the requirements table listed below. Only vendors who meet the mandatory requirements will be considered for award. Any request for modifications to the requirements shall be submitted during the question, clarification, and request for changes period listed in the Timeline section of this RFB.

M/O Y/M/N M = Mandatory Requirement Y = Yes, our Quote complies O = Optional Requirement N = Our Quote does not comply BUSINESS REQUIREMENTS M/O

Y/N

VENDOR COMMENTS

B-1 The Vendor shall be currently processing electronically recorded collection liens to at least 6 of the 10 counties in NH (Belknap, Carroll, Cheshire, Coos, Grafton, Hillsborough, Merrimack, Rockingham, Strafford, and Sullivan). List counties in Vendor Comments column.

M

B-2 The Vendor will commit to a maximum 30-day startup for the first Phase and a maximum 90-day startup for additional Phases after execution of the contract if applicable.

M

B-3 The Vendor’s personnel shall be trained, qualified, and experienced to use acknowledged best practices to service the State’s placement, including the use of Agency(s) procedures to yield the most appropriate resolution.

M

B-4 The Vendor shall employ IT staff with the skill and experience to support recommending and assistance with implementing the Vendor IT Requirements during the implementation phase(s), Uploading to counties, and IT Requirements for VENDOR/BIDDER to interface to the Agency Specific Application automated submissions

M

B-5 The Vendor shall support the flexible Agency Monthly Reporting and Monthly Invoicing requirements

M

B-6 The Vendor shall Train the Agencies on all operational use of the tool including Billing and Invoicing.

M

B-7 The Vendor shall possess errors and omissions and malpractice insurance and shall indemnify the Using Agency(s) and hold them harmless for Vendor collection activities, including all legal activities.

M

B-8 The Vendor’s personnel shall be knowledgeable of all confidentiality provisions, including RSA 21-J:14 and abide by agency policies.

M

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B-9 The Vendor shall have sufficient financial

capacity, working capital, and other financial, technical, and management resources to perform the contract to the satisfaction of the Agency(s).

M

B-10 If necessary the Vendor shall meet with Agency(s) personnel on a quarterly basis to exchange updated information, including but not limited to processes, techniques, and/or legislative updates if required to address agency concerns and or needed modifications.

M

B-11 The Vendor shall provide a secure portal that is accessible by all designated Agency(s) Staff so accounts can be monitored on an ongoing basis.

M

B-12 The Vendor must comply with the

Additional Agency Specific Mandatory Requirements and Provisions in Appendix A through Appendix C

M

B-13 The Vendor agrees to pay all recording fees to the counties associated with e-recording and their associated fees per transaction on the date of service. The vendor will invoice the agencies detailing these transactions for monthly reimbursement without markup plus Vendor transaction fee.

M

B-14 If State Agencies with a specific requirements wish to participate after contract award, Vendor shall review Agency specific requirements which will be added via an Amendment to the contract.

M

B-15 The Vendor will implement the ability for participating state agencies to record liens at the NH Secretary of State office in the same manner that eliens are being recorded at counties.

M

GENERAL REQUIREMENTS G-1 The Contract shall begin upon execution

by the Commissioner of the Department of Administrative Services.

M

G-2 The Vendor must have previous experience with other similar state agencies (located in USA) as it pertains to electronically record collection liens. List references in Vendor Comments column.

M

SECURITY REQUIREMENTS

S-1 Vendor employees must execute Vendor Confidentiality Agreements in accordance with Agency specific policies

M

S-2 Vendor staff shall not have been M

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convicted of a felony or any crime of dishonesty.

S-3 The Vendor must prove that formal background checks are performed on all employees handling DRA accounts in accordance with Agency policies.

M

S-4 Confidentiality: State and Federal Policy Compliance: In performing its obligations under this Agreement, the Vendor agrees and acknowledges that it must comply with the policies and procedures governing access to and disclosure of confidential information and federal tax information as such are provided in the following: State Confidential Information; STATE POLICY NO. 16-007 Contractor Disclosures of Taxpayer and Department Information; FEDERAL TAX INFORMATION, CONTRACT LANGUAGE FOR GENERAL SERVICES or other applicable law.

M

S-5 Cloud Vendor must provide Cloud Application Penetration testing results to the Department of Information Technology and must establish a minimum baseline compliance as called out in the NIST SP 800-53 implementing low baseline controls. This requirement is needed to ensure vendor application maintains confidentiality, integrity and availability of the data.

M

The Vendor acknowledges that its performance of the contract includes access to Confidential Information, including, but not limited to, any information obtained from the State's records, files, or returns, that is subject to state or federal laws/rules restricting the access, use, and disclosure of Confidential Information, including, but not limited to, RSA 21-J: 14 and Internal Revenue Code Sections 7213 and 7213A. The Vendor also acknowledges that its access to Confidential Information is subject to Department of Revenue Administration Policy No. 16-007, "Contractor Disclosures of Taxpayer and Department Information," and Special Provisions, which are incorporated herein by reference. The Vendor shall ensure that every employee or subcontractor with access to Confidential Information has read, understands, and has signed Department of Revenue Administration Policy No. 16-007, "Vendor Disclosures of Taxpayer and Department Information," and shall provide copies of the signed document upon request of the State. The Vendor agrees to hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of the State. The Vendor shall not use Confidential Information except for the purpose of performing its obligations under the contract, and shall not disclose Confidential Information in any manner to any person without prior written approval of the State. The Vendor shall immediately notify the State upon request for any Confidential Information, regardless of whether disclosure is permitted or required by judicial decree or state or federal laws/rules. The Vendor shall implement, maintain, and use safeguards to protect Confidential Information from any unauthorized use or disclosure in at least the same manner and to the same degree the Vendor protects its own confidential information. The Vendor shall carefully restrict access to Confidential Information to the Vendor’s Project Team, and shall advise those persons that they are prohibited from

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using Confidential Information except for the purpose of performing the Vendor’s obligations under the contract, and from disclosing Confidential Information. It is unlawful for any officer or employee of the Vendor willfully to disclose Confidential Information to any person. Any violation of RSA 21-J:14 or Internal Revenue Code Sections 7213 or 7213A is punishable upon conviction by a fine or imprisonment or both. In the event of any unauthorized use or disclosure of Confidential Information, the Vendor shall immediately (which in no case shall be more than one (1) business day) notify the State both orally and in writing. The State shall investigate whether an offense has been committed in accordance with Department of Revenue Administration Policy No. 16-007, "Vendor Disclosures of Taxpayer and Department Information," which is incorporated herein by reference. Any such offense is an Event of Default. The Vendor’s failure to immediately notify the State both orally and in writing of any unauthorized use or disclosure of Confidential Information is also an Event of Default, regardless of whether the State determines that an offense has been committed. Upon the occurrence of an Event of Default, the State may immediately treat the contract as breached and pursue any remedies at law or in equity or both. If any provision of this Section conflicts with any provision of the Agreement, the provision of this Section shall govern.

STATE POLICY NO. 16-007

Vendor Disclosures of Taxpayer and Department Information

NOTE: This Policy and Procedure is intended for the use of the State and its contactors and vendors and is not intended to establish any higher standard of care in any civil or criminal court proceeding or action than is otherwise provided by applicable state or federal law.

I. PURPOSE The purpose of this Policy and Procedure is to set forth the policy for required contractor contract

terms relevant to the disclosure of taxpayer and State agency information, the procedure for a contractor to report disclosures of taxpayer or State information, and the investigatory procedure when a contractor disclosure incident is reported.

This Policy on Contractor Disclosure of Taxpayer and Department Information (“Policy”) shall be read

in a manner that is consistent with state and federal law, including RSA 21-J:14 and Internal Revenue Code Sections 7213 and 7213A, as well as state administrative rules governing both the confidentiality of taxpayer information and procurement, and all relevant contracts including contracts for the exchange of information with the federal government and other states. In instances where this policy conflicts with the aforementioned authorities, those authorities shall govern.

For purposes of this Policy, the term “contractor” shall mean any individual or organization, including

employees and subcontractors that the State contracts with for the provision of goods or services that does or may have access to any State information, including taxpayer records, files, returns, or return information. The term shall include any employee of a temporary employment or staffing agency assigned to work at the State.

II. POLICY

Any State information, including taxpayer records, files, returns, or return information contained in the records of the State agency or the contractor, or developed by the contractor through its activities on behalf of the State, is confidential and privileged pursuant to RSA 21-J:14, even in

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instances where identical information is public information in another individual’s or organization’s records. The use of such confidential information for purposes other than for tax administration on behalf of the State is a violation of New Hampshire RSA 21-J:14 and, when federal tax information is involved, United States Internal Revenue Code (IRC) Sections 7213 and 7213A. A willful violation of RSA 21-J:14 constitutes a class A misdemeanor, punishable in accordance with RSA 626:2. A willful violation of IRC Sections 7213 and 7214A may constitute up to a felony.

An impermissible disclosure includes, but is not limited to: (1) disclosing taxpayer information or State agency records or files to an individual or entity not authorized to receive it under RSA 21-J:14; (2) accessing taxpayer information or State agency records or files that exceeds what is necessary for the contractor to perform the services the contractor has been contracted to provide the State (each contractor employee shall access only that information that is necessary to perform that employee’s individual job duties); (3) comingling taxpayer information or State agency records or files with any other files or records of the contractor; and (4) misusing, abusing, losing, or damaging the State’s records or information, including the failure to safeguard records, files, returns, or return information contained in the records of the contractor, or developed by the contractor.

The severity of an impermissible disclosure will depend upon the extent to which the disclosure may compromise the State’s proprietary information, the extent and type of information lost or destroyed, whether the impermissible disclosure was made for personal gain, the extent to which the loss of information impacts the State, the extent of the risk of identity theft, the failure to encrypt or protect passwords, the failure to cooperate in the investigation, the failure to report any known or suspected impermissible disclosure, and the number of previous impermissible disclosures by the contractor.

It is the policy of the State that contracts include provisions addressing the contractor’s obligations with respect to taxpayer and State information as outlined below. It is also the policy of the State that impermissible contractor disclosures of taxpayer or State agency information are to be reported and investigated in accordance with the procedures below.

III. PROCEDURES

A. REPORTING DISCLOSURE INCIDENTS

1. When a contractor knows or suspects that an impermissible disclosure has been made by the contractor or one of the contractor’s employees or subcontractors, the following procedure shall govern:

a. The contractor shall immediately report the incident to the State agency. b. The State agency employee that receives the report shall immediately notify the DRA

Assistant Commissioner and DAS Contract Manager of the incident and all facts and documentary evidence provided by the contractor.

2. When a State agency employee receives notification or other information from anyone other than the contractor indicating that an impermissible disclosure has or may have been made by the contractor or one of the contractor’s employees or subcontractors, the following procedure shall govern:

a. The State agency employee that receives the notification or other information indicating that an impermissible disclosure has or may have occurred shall immediately notify the DRA Assistant Commissioner and DAS Contracts Manager of the incident and all facts and documentary evidence provided by the person reporting the incident.

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b. The Assistant Commissioner or Contract Manager shall immediately notify the contractor that a potential disclosure incident has been reported and that an investigation shall be conducted.

B. INVESTIGATING REPORTED INCIDENTS

When the Assistant Commissioner’s Office receives a report of an incident, the following procedure shall govern: 1. The Assistant Commissioner shall review the information and documents provided by the

reporting party and request that the Internal Auditor conduct an investigation of the incident. 2. The Internal Auditor shall interview the contractor, any employee or subcontractor of the

contractor, and any other individual believed to have information relating to the incident. The Internal Auditor shall request:

i. All documentation concerning the incident; ii. The names of all employees or other individuals believed to have knowledge of the

incident; and iii. Any further information that the Internal Auditor deems necessary to evaluate the

incident. 3. The Internal Auditor shall conduct any further research and interviews necessary to investigate

the incident. 4. At the close of the investigation, the Internal Auditor shall complete and sign a Vendor

Disclosure Investigation Report (“VDIR”) and submit the completed VDIR to the Assistant Commissioner’s office.

5. Upon receipt of the completed and signed VDIR from the Internal Auditor, the Assistant Commissioner shall review the VDIR and determine whether the VDIR contains enough information to determine whether the incident was an impermissible disclosure. If the VDIR requires further information, the Assistant Commissioner shall refer it back to the Internal Auditor with written instructions on the additional information required. The Internal Auditor shall file the requested additional information with the Assistant Commissioner upon obtaining the requested information.

6. Once the VDIR is complete, the Assistant Commissioner shall perform an analysis to determine whether an impermissible disclosure has occurred. If an impermissible disclosure has not occurred, the Assistant Commissioner shall so notify the contractor. If an impermissible disclosure has occurred, that finding shall be issued and referred to Revenue Counsel for consultation on the appropriate response.

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FEDERAL TAX INFORMATION

SAFEGUARDING CONTRACT LANGUAGE FOR GENERAL SERVICES

I. PROCEDURES

In performance of this contract, the Vendor agrees to comply with and assume responsibility for compliance by his or her employees with the following requirements:

(1) All work will be performed under the supervision of the contractor or the contractor's responsible employees.

(2) The contractor and the contractor’s employees with access to or who use FTI must meet the background check requirements defined in IRS Publication 1075.

(3) Any Federal tax returns or return information (hereafter referred to as returns or return information) made available shall be used only for the purpose of carrying out the provisions of this contract. Information contained in such material shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Inspection by or disclosure to anyone other than an officer or employee of the contractor is prohibited.

(4) All returns and return information will be accounted for upon receipt and properly stored before, during and after processing. In addition, all related output and products will be given the same level of protection as required for the source material.

(5) No work involving returns and return information furnished under this contract will be subcontracted without prior written approval of the IRS.

(6) The contractor will maintain a list of employees authorized access. Such list will be provided to the agency and, upon request, to the IRS reviewing office.

(7) The agency will have the right to void the contract if the contractor fails to provide the safeguards described above.

(8) (Include any additional safeguards that may be appropriate.)

II. CRIMINAL/CIVIL SANCTIONS

Each officer or employee of any person to whom returns or return information is or may be disclosed shall be notified in writing by such person that returns or return information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such returns or return information for a purpose or to an extent unauthorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as five years, or both, together with the costs of prosecution. Such person shall also notify each such officer and employee that any such unauthorized future disclosure of returns or return information may also result in an award of civil damages against the officer or employee in an amount not less than $1,000 with respect to each instance of unauthorized disclosure. These penalties are prescribed by IRCs 7213 and 7431 and set forth at 26 CFR 301.6103(n)-1.

(1) Each officer or employee of any person to whom returns or return information is or may be disclosed shall be notified in writing by such person that any return or return information made available in any format shall be used only for the purpose of carrying out the provisions of this contract. Information contained in such material shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Inspection by or disclosure to anyone without an official need-to-know constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as $1,000.00 or imprisonment for as long as 1 year, or both, together with the costs of prosecution. Such person shall also notify each such officer and

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employee that any such unauthorized inspection or disclosure of returns or return information may also result in an award of civil damages against the officer or employee [United States for Federal employees] in an amount equal to the sum of the greater of $1,000.00 for each act of unauthorized inspection or disclosure with respect to which such defendant is found liable or the sum of the actual damages sustained by the plaintiff as a result of such unauthorized inspection or disclosure plus in the case of a willful inspection or disclosure which is the result of gross negligence, punitive damages, plus the costs of the action. The penalties are prescribed by IRCs 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1.

(2) Additionally, it is incumbent upon the contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(i)(1), which is made applicable to contractors by 5 U.S.C. 552a(m)(1), provides that any officer or employee of a contractor, who by virtue of his/her employment or official position, has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

(3) Granting a contractor access to FTI must be preceded by certifying that each individual understands the agency’s security policy and procedures for safeguarding IRS information. Contractors must maintain their authorization to access FTI through annual recertification. The initial certification and recertification must be documented and placed in the agency's files for review. As part of the certification and at least annually afterwards, contractors must be advised of the provisions of IRCs 7431, 7213 and 7213A (see Exhibit 4, Sanctions for Unauthorized Disclosure and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches. (See Section 1.8, Reporting Improper Inspections or Disclosures) For both the initial certification and the annual certification, the contractor must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements.

III. DATA INCIDENT RESPONSE

The contractor will:

(1) Cooperate with and exchange information with agency officials, as determined necessary by the State agency, in order to effectively report and manage a suspected or confirmed breach.

(2) Properly encrypt FTI in accordance with Publication 1075 and other applicable policies and to comply with any agency-specific policies for protecting FTI.

(3) Complete regular training on how to identify and report a breach;

(4) Report a suspected or confirmed breach in any medium or form, including paper, oral and electronic, as soon as possible and without unreasonable delay, consistent with the agency's incident management policy;

(5) Maintain capabilities to determine what FTI was or could have been accessed and by whom, construct a timeline of user activity, determine methods and techniques used to access FTI and identify the initial attack vector; Allow for an inspection, investigation, forensic analysis and any other action necessary to ensure compliance with Publication 1075, the agency's breach response plan and to assist with responding to a breach; Identify roles and responsibilities, in accordance with Publication 1075 and the agency's breach response plan; and, explain that a report of a breach shall not, by itself, be interpreted as evidence that the contractor or its subcontractor failed to provide adequate safeguards for FTI.

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IV. INSPECTION

The IRS and the Agency, with 24 hour notice, shall have the right to send its inspectors into the offices and plants of the contractor to inspect facilities and operations performing any work with FTI under this contract for compliance with requirements defined in IRS Publication 1075. The IRS’ right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process or transmit FTI. On the basis of such inspection, corrective actions may be required in cases where the contractor is found to be noncompliant with contract safeguards

Additional Requirements: All services performed under this Contract(s) shall be performed between the hours of 7:30 A.M. and 4:00 P.M unless other arrangements are made in advance with the State. Any deviation in work hours shall be pre-approved by the utilizing State Agency. The State requires a minimum of ten-day advance notice of said work schedules to provide security and access to respective work areas. No premium charges shall be paid for any off-hour work. The Vendor shall not commence work until a conference is held with each agency, at which representatives of the Vendor and the State are present. The conference shall be arranged by the requesting agency (State). The State shall require correction of defective work or damages to any part of a building or its appurtenances when caused by the Vendor’s employees, equipment or supplies. The Vendor shall replace in satisfactory condition all defective work and damages rendered thereby or any other damages incurred. Upon failure of the Vendor to proceed promptly with the necessary corrections, the State may withhold any amount necessary to correct all defective work or damages from payments to the Vendor. The work staff shall consist of qualified persons completely familiar with the products and equipment they shall use. The Contracting Officer may require the Vendor to dismiss from the work such employees as they may deem incompetent, careless, insubordinate, or otherwise objectionable, or whose continued employment on the work is deemed to be contrary to the public interest or inconsistent with the best interest of security and the State. The Vendor or their personnel shall not represent themselves as employees or agents of the State. While on State property, employees shall be subject to the control of the State, but under no circumstances shall such persons be deemed to be employees of the State. All personnel shall observe all regulations or special restrictions in effect at the State Agency. The Vendor’s personnel shall be allowed only in areas where services are being performed. The use of State telephones is prohibited. If sub-contractors are to be utilized, please include information regarding the proposed sub-contractors including the name of the company, their address, contact person and three references for clients they are currently servicing. Approval by the State must be received prior to a sub-contractor starting any work.

OBLIGATIONS AND LIABILITY OF THE VENDOR: The successful Vendor shall perform all work and furnish all materials, tools, equipment and safety devices necessary to perform the requested services in the manner and within the time hereinafter specified. The Vendor shall provide said services to the satisfaction of the State and in accordance with the specifications and at the price set forth herein. All work to be performed and all equipment to be furnished pursuant to the Scope of Services included herein shall be performed and furnished in strict accordance with the specifications included herein, the terms of any contract awarded as a result of this solicitation, any associated contract drawings, and the directions of State representatives as may be given from time to time while the work is in progress.

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The successful Vendor shall take full responsibility for the work to be performed pursuant to the Scope of Services included herein; for the protection of said work; and for preventing injuries to persons and damage to property and utilities on or about said work. The Vendor shall in no way be relieved of such responsibility by any authority of the State to give permission or issue orders relating to any part of the work, by any such permission given or orders issued, or by any failure of the State to give such permission or issue such orders. The successful Vendor shall bear all losses accruing to the Vendor as a result of the amount, quality, or character of the work required, or because the nature or characteristics of the work location is different from what the Vendor estimated or expected, or due to delays or other complications caused by the weather, elements, or other natural causes. The successful Vendor agrees that any damage or injury to any buildings, materials, equipment, or other property resulting from the Vendor’s performance of the requested services shall be repaired at the Vendor’s own expense so that such buildings, materials, equipment, or other property are satisfactorily restored to their prior condition. Disaster Recovery Do you provide emergency preparedness plan to aid the State during an emergency or disaster recovery with specifics as to response time, availability of supplies and goods and services offered? Yes or No If yes, please include hard copy and/or link to website for further information. This information is not considered part of award criteria and is considered informational only. OFFER: Vendor hereby offers to perform the services to the State of New Hampshire as specified at the prices quoted below, in complete accordance with the general and detailed specifications included herewith. See attached Offer Section (Attachment E) PLEASE NOTE THAT FILES SIZES ARE LIMITED TO 10MB IF YOU EMAIL THE BID RESPONSE. IF YOUR FILES ARE LARGER THAN THIS PLEASE SUBMIT BROKEN UP INTO MULTIPLE EMAILS TO MEET THE SIZE LIMITATION. VENDOR CONTACT INFORMATION: Please provide contact information below for a person knowledgeable of and who can answer questions regarding, this bid response. ____________________________________ _______________________ __________________________ Contact Person Local Telephone Number Toll Free Telephone Number ____________________________________________ _________________________________ E-mail Address Company Website __________________________________________ _______ __________________________________________________ Vendor Company Name Vendor Address ATTACHMENTS: The following attachments are an integral part of this bid invitation: Attachment A: Sample P-37 Form Attachment B: Appendix A DRA Requirements Attachment C: Appendix B DHHS Requirements Attachment D: Appendix C NHES Requirements Attachment E: Offer Section

Note: To be considered, bid shall be signed and notarized on front cover sheet in the space provided.

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ATTACHMENT A

SAMPLE FORM TO BE COMPLETED UPON AWARD

FORM NUMBER P-37 (version 12/11/2019)

AGREEMENT The State of New Hampshire and the Contractor hereby mutually agree as follows:

GENERAL PROVISIONS

1. IDENTIFICATION. 1.1 State Agency Name

1.2 State Agency Address

1.3 Contractor Name

1.4 Contractor Address

1.5 Contractor Phone Number

1.6 Account Number

1.7 Completion Date 1.8 Price Limitation

1.9 Contracting Officer for State Agency

1.10 State Agency Telephone Number

1.11 Contractor Signature

Date:

1.12 Name and Title of Contractor Signatory

1.13 State Agency Signature

Date:

1.14 Name and Title of State Agency Signatory

1.15 Approval by the N.H. Department of Administration, Division of Personnel (if applicable) By: Director, On:

1.16 Approval by the Attorney General (Form, Substance and Execution) (if applicable) By: On: 1.17 Approval by the Governor and Executive Council (if applicable)

G&C Item number: G&C Meeting Date:

Notice: This agreement and all of its attachments shall become public upon submission to Governor and Executive Council for approval. Any information that is private, confidential or proprietary must be clearly identified to the agency and agreed to in writing prior to signing the contract.

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2. SERVICES TO BE PERFORMED. The State of New Hampshire, acting through the agency identified in block 1.1 (“State”), engages contractor identified in block 1.3 (“Contractor”) to perform, and the Contractor shall perform, the work or sale of goods, or both, identified and more particularly described in the attached EXHIBIT B which is incorporated herein by reference (“Services”). 3. EFFECTIVE DATE/COMPLETION OF SERVICES. 3.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the approval of the Governor and Executive Council of the State of New Hampshire, if applicable, this Agreement, and all obligations of the parties hereunder, shall become effective on the date the Governor and Executive Council approve this Agreement as indicated in block 1.17, unless no such approval is required, in which case the Agreement shall become effective on the date the Agreement is signed by the State Agency as shown in block 1.13 (“Effective Date”). 3.2 If the Contractor commences the Services prior to the Effective Date, all Services performed by the Contractor prior to the Effective Date shall be performed at the sole risk of the Contractor, and in the event that this Agreement does not become effective, the State shall have no liability to the Contractor, including without limitation, any obligation to pay the Contractor for any costs incurred or Services performed. Contractor must complete all Services by the Completion Date specified in block 1.7. 4. CONDITIONAL NATURE OF AGREEMENT. Notwithstanding any provision of this Agreement to the contrary, all obligations of the State hereunder, including, without limitation, the continuance of payments hereunder, are contingent upon the availability and continued appropriation of funds affected by any state or federal legislative or executive action that reduces, eliminates or otherwise modifies the appropriation or availability of funding for this Agreement and the Scope for Services provided in EXHIBIT B, in whole or in part. In no event shall the State be liable for any payments hereunder in excess of such available appropriated funds. In the event of a reduction or termination of appropriated funds, the State shall have the right to withhold payment until such funds become available, if ever, and shall have the right to reduce or terminate the Services under this Agreement immediately upon giving the Contractor notice of such reduction or termination. The State shall not be required to transfer funds from any other account or source to the Account identified in block 1.6 in the event funds in that Account are reduced or unavailable. 5. CONTRACT PRICE/PRICE LIMITATION/PAYMENT. 5.1 The contract price, method of payment, and terms of payment are identified and more particularly described in EXHIBIT C which is incorporated herein by reference. 5.2 The payment by the State of the contract price shall be the only and the complete reimbursement to the Contractor for all expenses, of whatever nature incurred by the Contractor in the performance hereof, and shall be the only and the complete compensation to the Contractor for the Services. The State

shall have no liability to the Contractor other than the contract price. 5.3 The State reserves the right to offset from any amounts otherwise payable to the Contractor under this Agreement those liquidated amounts required or permitted by N.H. RSA 80:7 through RSA 80:7-c or any other provision of law. 5.4 Notwithstanding any provision in this Agreement to the contrary, and notwithstanding unexpected circumstances, in no event shall the total of all payments authorized, or actually made hereunder, exceed the Price Limitation set forth in block 1.8. 6. COMPLIANCE BY CONTRACTOR WITH LAWS AND REGULATIONS/ EQUAL EMPLOYMENT OPPORTUNITY. 6.1 In connection with the performance of the Services, the Contractor shall comply with all applicable statutes, laws, regulations, and orders of federal, state, county or municipal authorities which impose any obligation or duty upon the Contractor, including, but not limited to, civil rights and equal employment opportunity laws. In addition, if this Agreement is funded in any part by monies of the United States, the Contractor shall comply with all federal executive orders, rules, regulations and statutes, and with any rules, regulations and guidelines as the State or the United States issue to implement these regulations. The Contractor shall also comply with all applicable intellectual property laws. 6.2 During the term of this Agreement, the Contractor shall not discriminate against employees or applicants for employment because of race, color, religion, creed, age, sex, handicap, sexual orientation, or national origin and will take affirmative action to prevent such discrimination. 6.3. The Contractor agrees to permit the State or United States access to any of the Contractor’s books, records and accounts for the purpose of ascertaining compliance with all rules, regulations and orders, and the covenants, terms and conditions of this Agreement. 7. PERSONNEL. 7.1 The Contractor shall at its own expense provide all personnel necessary to perform the Services. The Contractor warrants that all personnel engaged in the Services shall be qualified to perform the Services, and shall be properly licensed and otherwise authorized to do so under all applicable laws. 7.2 Unless otherwise authorized in writing, during the term of this Agreement, and for a period of six (6) months after the Completion Date in block 1.7, the Contractor shall not hire, and shall not permit any subcontractor or other person, firm or corporation with whom it is engaged in a combined effort to perform the Services to hire, any person who is a State employee or official, who is materially involved in the procurement, administration or performance of this Agreement. This provision shall survive termination of this Agreement. 7.3 The Contracting Officer specified in block 1.9, or his or her successor, shall be the State’s representative. In the event of any dispute concerning the interpretation of this Agreement, the Contracting Officer’s decision shall be final for the State.

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8. EVENT OF DEFAULT/REMEDIES. 8.1 Any one or more of the following acts or omissions of the Contractor shall constitute an event of default hereunder (“Event of Default”): 8.1.1 failure to perform the Services satisfactorily or on schedule; 8.1.2 failure to submit any report required hereunder; and/or 8.1.3 failure to perform any other covenant, term or condition of this Agreement. 8.2 Upon the occurrence of any Event of Default, the State may take any one, or more, or all, of the following actions: 8.2.1 give the Contractor a written notice specifying the Event of Default and requiring it to be remedied within, in the absence of a greater or lesser specification of time, thirty (30) days from the date of the notice; and if the Event of Default is not timely cured, terminate this Agreement, effective two (2) days after giving the Contractor notice of termination; 8.2.2 give the Contractor a written notice specifying the Event of Default and suspending all payments to be made under this Agreement and ordering that the portion of the contract price which would otherwise accrue to the Contractor during the period from the date of such notice until such time as the State determines that the Contractor has cured the Event of Default shall never be paid to the Contractor; 8.2.3 give the Contractor a written notice specifying the Event of Default and set off against any other obligations the State may owe to the Contractor any damages the State suffers by reason of any Event of Default; and/or 8.2.4 give the Contractor a written notice specifying the Event of Default, treat the Agreement as breached, terminate the Agreement and pursue any of its remedies at law or in equity, or both. 8.3. No failure by the State to enforce any provisions hereof after any Event of Default shall be deemed a waiver of its rights with regard to that Event of Default, or any subsequent Event of Default. No express failure to enforce any Event of Default shall be deemed a waiver of the right of the State to enforce each and all of the provisions hereof upon any further or other Event of Default on the part of the Contractor. 9. TERMINATION. 9.1 Notwithstanding paragraph 8, the State may, at its sole discretion, terminate the Agreement for any reason, in whole or in part, by thirty (30) days written notice to the Contractor that the State is exercising its option to terminate the Agreement. 9.2 In the event of an early termination of this Agreement for any reason other than the completion of the Services, the Contractor shall, at the State’s discretion, deliver to the Contracting Officer, not later than fifteen (15) days after the date of termination, a report (“Termination Report”) describing in detail all Services performed, and the contract price earned, to and including the date of termination. The form, subject matter, content, and number of copies of the Termination Report shall be identical to those of any Final Report described in the attached EXHIBIT B. In addition, at the State’s discretion, the Contractor shall, within 15 days of notice of early termination, develop and submit to the State a Transition Plan for services under the Agreement.

10. DATA/ACCESS/CONFIDENTIALITY/ PRESERVATION. 10.1 As used in this Agreement, the word “data” shall mean all information and things developed or obtained during the performance of, or acquired or developed by reason of, this Agreement, including, but not limited to, all studies, reports, files, formulae, surveys, maps, charts, sound recordings, video recordings, pictorial reproductions, drawings, analyses, graphic representations, computer programs, computer printouts, notes, letters, memoranda, papers, and documents, all whether finished or unfinished. 10.2 All data and any property which has been received from the State or purchased with funds provided for that purpose under this Agreement, shall be the property of the State, and shall be returned to the State upon demand or upon termination of this Agreement for any reason. 10.3 Confidentiality of data shall be governed by N.H. RSA chapter 91-A or other existing law. Disclosure of data requires prior written approval of the State. 11. CONTRACTOR’S RELATION TO THE STATE. In the performance of this Agreement the Contractor is in all respects an independent contractor, and is neither an agent nor an employee of the State. Neither the Contractor nor any of its officers, employees, agents or members shall have authority to bind the State or receive any benefits, workers’ compensation or other emoluments provided by the State to its employees. 12. ASSIGNMENT/DELEGATION/SUBCONTRACTS. 12.1 The Contractor shall not assign, or otherwise transfer any interest in this Agreement without the prior written notice, which shall be provided to the State at least fifteen (15) days prior to the assignment, and a written consent of the State. For purposes of this paragraph, a Change of Control shall constitute assignment. “Change of Control” means (a) merger, consolidation, or a transaction or series of related transactions in which a third party, together with its affiliates, becomes the direct or indirect owner of fifty percent (50%) or more of the voting shares or similar equity interests, or combined voting power of the Contractor, or (b) the sale of all or substantially all of the assets of the Contractor. 12.2 None of the Services shall be subcontracted by the Contractor without prior written notice and consent of the State. The State is entitled to copies of all subcontracts and assignment agreements and shall not be bound by any provisions contained in a subcontract or an assignment agreement to which it is not a party. 13. INDEMNIFICATION. Unless otherwise exempted by law, the Contractor shall indemnify and hold harmless the State, its officers and employees, from and against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement, or other claims asserted against the State, its officers or employees, which arise out of (or which may be claimed to arise out of) the acts or omission of the Contractor, or subcontractors, including but not limited to the negligence, reckless or intentional conduct. The State shall not be liable for any costs incurred by the Contractor arising under this paragraph 13. Notwithstanding the foregoing, nothing herein contained shall be deemed to

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constitute a waiver of the sovereign immunity of the State, which immunity is hereby reserved to the State. This covenant in paragraph 13 shall survive the termination of this Agreement. 14. INSURANCE. 14.1 The Contractor shall, at its sole expense, obtain and continuously maintain in force, and shall require any subcontractor or assignee to obtain and maintain in force, the following insurance: 14.1.1 commercial general liability insurance against all claims of bodily injury, death or property damage, in amounts of not less than $1,000,000 per occurrence and $2,000,000 aggregate or excess; and 14.1.2 special cause of loss coverage form covering all property subject to subparagraph 10.2 herein, in an amount not less than 80% of the whole replacement value of the property. 14.2 The policies described in subparagraph 14.1 herein shall be on policy forms and endorsements approved for use in the State of New Hampshire by the N.H. Department of Insurance, and issued by insurers licensed in the State of New Hampshire. 14.3 The Contractor shall furnish to the Contracting Officer identified in block 1.9, or his or her successor, a certificate(s) of insurance for all insurance required under this Agreement. Contractor shall also furnish to the Contracting Officer identified in block 1.9, or his or her successor, certificate(s) of insurance for all renewal(s) of insurance required under this Agreement no later than ten (10) days prior to the expiration date of each insurance policy. The certificate(s) of insurance and any renewals thereof shall be attached and are incorporated herein by reference. 15. WORKERS’ COMPENSATION. 15.1 By signing this agreement, the Contractor agrees, certifies and warrants that the Contractor is in compliance with or exempt from, the requirements of N.H. RSA chapter 281-A (“Workers’ Compensation”). 15.2 To the extent the Contractor is subject to the requirements of N.H. RSA chapter 281-A, Contractor shall maintain, and require any subcontractor or assignee to secure and maintain, payment of Workers’ Compensation in connection with activities which the person proposes to undertake pursuant to this Agreement. The Contractor shall furnish the Contracting Officer identified in block 1.9, or his or her successor, proof of Workers’ Compensation in the manner described in N.H. RSA chapter 281-A and any applicable renewal(s) thereof, which shall be attached and are incorporated herein by reference. The State shall not be responsible for payment of any Workers’ Compensation premiums or for any other claim or benefit for Contractor, or any subcontractor or employee of Contractor, which might arise under applicable State of New Hampshire Workers’ Compensation laws in connection with the performance of the Services under this Agreement. 16. NOTICE. Any notice by a party hereto to the other party shall be deemed to have been duly delivered or given at the time of mailing by certified mail, postage prepaid, in a United

States Post Office addressed to the parties at the addresses given in blocks 1.2 and 1.4, herein. 17. AMENDMENT. This Agreement may be amended, waived or discharged only by an instrument in writing signed by the parties hereto and only after approval of such amendment, waiver or discharge by the Governor and Executive Council of the State of New Hampshire unless no such approval is required under the circumstances pursuant to State law, rule or policy. 18. CHOICE OF LAW AND FORUM. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of New Hampshire, and is binding upon and inures to the benefit of the parties and their respective successors and assigns. The wording used in this Agreement is the wording chosen by the parties to express their mutual intent, and no rule of construction shall be applied against or in favor of any party. Any actions arising out of this Agreement shall be brought and maintained in New Hampshire Superior Court which shall have exclusive jurisdiction thereof. 19. CONFLICTING TERMS. In the event of a conflict between the terms of this P-37 form (as modified in EXHIBIT A) and/or attachments and amendment thereof, the terms of the P-37 (as modified in EXHIBIT A) shall control. 20. THIRD PARTIES. The parties hereto do not intend to benefit any third parties and this Agreement shall not be construed to confer any such benefit. 21. HEADINGS. The headings throughout the Agreement are for reference purposes only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. 22. SPECIAL PROVISIONS. Additional or modifying provisions set forth in the attached EXHIBIT A are incorporated herein by reference. 23. SEVERABILITY. In the event any of the provisions of this Agreement are held by a court of competent jurisdiction to be contrary to any state or federal law, the remaining provisions of this Agreement will remain in full force and effect. 24. ENTIRE AGREEMENT. This Agreement, which may be executed in a number of counterparts, each of which shall be deemed an original, constitutes the entire agreement and understanding between the parties, and supersedes all prior agreements and understandings with respect to the subject matter hereof.